Regal Partners Limited ($RPL)

Good afternoon, everyone. It's now gone 1:00, so we can commence the meeting. My name is Michael Cole, I'm the Independent Chairman of Regal Partners Limited. Thank you for joining us today for the company's 2026 Annual General Meeting. Before we go any further, could I please ask all people in the room to turn your mobile phones to silent. Thank you. The company's secretary has advised me that we have a quorum, so I declare the meeting open. The Notice of Meeting was sent to shareholders on the 24th of April and will be taken as read. I'm chairing today's meeting from Sydney, and the company's directors are all in attendance. With me today are members of the Board; Brendan O'Connor, CEO and Managing Director; Jaye Gardner and Sarah Dulhunty, both Independent Non-Executive Directors; and Ian Gibson, an Executive Director. I would also like to welcome our newest independent Non-Executive Director, Peter Yates, who joined in April this year and is also Chair-elect. We will hear from Peter later in the meeting during the resolution relating to his re-election. To complete the introductions on the fast side of the table, we have Candice Driver, our Joint Company Secretary. Also in attendance are representatives of our share registry, Boardroom and our auditor, KPMG, who is represented by David Kells and Matthew Brunton. Please note, we are conducting today's meeting in a hybrid format, meaning people can participate in person, online or over the phone. This will provide plenty of opportunities for shareholders to ask questions during the meeting. For detailed instructions on how to participate, please refer to the meeting materials distributed to shareholders. We will also run through the logistics shortly. Turning to our agenda for today. As reflected in the agenda, I will begin with a short introductory address. Brendan O'Connor will then provide an update on the group, and we will then move to the formal resolutions where we will take questions on each resolution. Following this, there will be an opportunity to ask general questions, and we will then collect the votes. Once we formally conclude the AGM, we will host light refreshments for shareholders attending in person. Please note, today's meeting is about Regal Partners Limited and will focus primarily on the key items in the Notice of Meeting. Questions about equity markets, individual portfolios and funds are best kept for other forums such as webinars and client events, which we host throughout the year. Questions about your personal holdings may be directed to our Investor Relations team or the share registry after the meeting, both of them will be too happy to help. Now in terms of the meeting logistics, I'd like to hand over to Ingrid to run through the process for asking questions and voting. Ingrid is Head of Corporate Affairs at Regal Partners. Thank you, Ingrid.

Thank you, Michael. For today's meeting, all resolutions are being voted on by poll. For those in the room, when you registered today, you would have received 1 of 3 colored cards. Green cards were given to shareholders who have not submitted proxy forms prior to this meeting and proxy holders. Green card holders can therefore vote on the resolutions being put forward. Holders of a green card are also entitled to ask questions when prompted throughout the course of the meeting. Yellow cards were given to shareholders who have submitted proxy forms prior to the meeting and who therefore cannot cast vote again during this meeting. However, you are welcome to ask questions when we reach the relevant parts of the meeting. White cards were given to non-shareholder guests who cannot vote or ask questions during the meeting. You can complete your voting at any time during the meeting, if you're in the room. Just make sure that you give your card to one of our Boardroom representatives before we close voting at the end of the meeting. In terms of asking questions in the room, when we reach the relevant item in the meeting, we will ask people with questions who have a green or yellow card to put up their hand for a microphone. One of our staff will provide a microphone to that person once our staff have seen the voting card. The Chair will then indicate when it is the person's turn to ask a question. Depending on time and the number of questions, we may need to limit each shareholder to 2 questions or comments per item of business. For those of you who logged in for the webcast with your user name and password, you will have the opportunity to submit questions online as well as vote on the resolutions. If you have already prepared a question, please submit it now through the website, and we will aim to answer it at the appropriate stage of the meeting. If your question relates to a specific item of business, please state the resolution number or reference the financial report at the start of your question. All other questions will be considered during the section for general questions. If we receive multiple questions on the same topic, we may group those together. Again, depending on time and the number of questions, we may also need to limit each shareholder to 2 questions or comments per item of business. With regards to online voting, to give you ample time to vote, we are going to open the polls now. This means you can submit your online votes at any time between now and when we close the polls at the end of the meeting. If you change your mind about any vote, you can also override your original online vote between now and when the polls close. For those of you who have logged into the webcast as a guest, you'll be able to view our webcast but not submit questions or vote. For shareholders who have joined over the phone, if you have provided your passcode to the call center and been verified, you will be able to ask questions. Please note that the process for registering your questions is very different to the webcast. For those on the phones, please do not try to register for any questions or comments yet as we will only open the phone lines when we reach each item of business. So when we arrive at the first item, we will ask if you want to register for a question on that topic. You can register at that point by pressing Star 1. Once we finished that item of business, we will move to the next item of business and repeat this process. Please do not registered to ask a question for an item of business before we reach that item. So that we can give all shareholders a reasonable opportunity to ask your questions. once we have answered a shareholders' question on the phone, we will move to the next person in the phone queue. If you have an additional question or comment on that same item of business, please press Star 1 to register for the queue again. For other people on the phone that is guests and shareholders who have not provided their passcode to the call center, please note the phones will be listen only. I should also point out that if you are listening on the phone, by viewing the webcast as well, the webcast may lag the phone by 10 seconds or more, so it may be simpler just to use the webcast for the sound as well. Note that you will not be able to vote over the phone. With that, I have now concluded these instructions. So I will hand back to Michael to make his Chairman's address.

Thank you, Ingrid. On behalf of the Board of Regal Partners, I would like to warmly welcome shareholders to today's Annual General Meeting and thank you for your continued support of the company. I'll begin with a brief overview of 2025, a year in which Regal delivered another strong financial result and continue to build momentum across the business. During the year, Regal funds under management increased 16%, taking it to $20.9 billion at the 31st of December, 2025. Pleasingly, this growth was driven by a combination of strong investment performance and positive net client flows. Average FUM increased 28% over the year to $18.5 billion, reflecting both continued organic growth and the full year contribution from acquisitions completed in the prior period. Normalized net profit after tax, or NPAT, rose 65% to $160.5 million, while diluted earnings per share increased 44% to $0.375. Earnings growth was delivered by a combination of higher management fees, strong performance fees from a broad range of strategies and continued operating leverage across the platform. The Board determined a fully franked dividend of $0.21 per share for the year, representing a payout of approximately 54% of normalized NPAT. This outcome reflected the company's strong cash generation, surplus franking credits and disciplined approach to capital management. Regal also entered 2026 with a very strong balance sheet. At 31/12/25, the company held approximately $250 million of capital after allowing for the second half dividend, while its $130 million debt facility was undrawn. In February this year, the company also announced an on-market share buyback program of up to $75 million, providing additional flexibility to manage surplus capital and enhance shareholder returns. Another positive development last year was Regal's inclusion in the S&P ASX 300 Index. This represented an important milestone in the company's development as an ASX-listed business, and we have seen growth in both our retail and institutional shareholder bases over the past year. In fact, the number of direct shareholders on the register is now over 6,600, approximately 50% higher than at the beginning of calendar year 2025. At this point, I would also like to reiterate Regal's core purpose, which is to generate superior long-term risk-adjusted returns for clients, shareholders and staff. This purpose underpins all decisions across the business, and we are pleased to deliver strong investment outcomes for many Regal partner clients during 2025. For shareholders, we are aware the company's share price has not yet reflected the strength of these financial results, which is disappointing. However, there is strong cash generation from the business and $0.53 of fully franked dividends have been paid to shareholders since the merger in mid-2022. Our Board remains highly confident in the company's leadership, strategy and long-term fundamentals. Before concluding, I would like to thank our clients for their trust and our shareholders for their ongoing support. I'd also like to thank Brendan, my fellow directors and broader Regal Partners team for their commitment during the fast past 4 years of my tenure as Chair. It has been a period of significant transformation and growth. And Regal has entered 2026 with positive momentum, a clear strategic direction and a robust balance sheet. I'll continue to watch the company's future progress with great interest and confidence. I will now hand over to Brendan O'Connor, the Chief Executive Officer and Managing Director, to provide his address.

Thank you, Michael. Before I provide an update on the business, I'd first like to acknowledge and thank Michael for his leadership as Chair since our merger in June 2022. Michael's deep asset management experience has been critical to guiding Regal Partners through a period of substantial growth. Michael, it's been a great pleasure to work alongside you, thank you, during this important period for Regal Partners. Your guidance, experience and insight have been invaluable, and we are deeply grateful for your contribution. I'd also like to warmly welcome Peter to the Board, although you've only just joined our Board last month, you've already invested significant time getting to know our people and our business, and we are all looking forward to working with you as Regal enters its next and, I believe, very successful phase of growth. Turning now to business. As Michael has just outlined, Regal Partners has had another active and productive year since our last AGM this time 12 months ago. I'd like to thank shareholders and our clients who have been with us during that time. This slide provides a quick overview of Regal Partners today. We now have approximately $21 billion of funds under management across 4 alternative asset classes, hedge funds, credit and royalties, growth equity and real and natural assets. Each of these capabilities are attractive in their own right. And when combined with the One RPL vision, they enable us to create multi-strategy offerings such as our listed investment vehicle RF1 and the unlisted Regal Partners private fund. Pleasingly, the Partners Fund marked its second anniversary in December last year, delivering over 20% per annum annualized return for its -- in its first 2 years. Importantly, we also continue to expand and evolve our capabilities. For example, in mid-2025, we launched a fund centered on the Mayfair Hotel in Adelaide. Adelaide is, of course, the capital of South Australia, a statement that not only benefits from great tourism and defense industry tailwinds, but sits at the intersection of the strong tailwinds in renewable energy and critical minerals that will enable a lower emissions future. Pleasingly, initial fund investors have already benefited from a rise in the unit price on the Mayfair Hotel of more than 20%. This fund represents Regal's first step into real estate equity investing and has natural adjacencies to our real estate lending expertise. For those who are visiting Adelaide later this year, the Mayfair Hotel will be closed over winter for the renovations and is expected to reopen in October, and I encourage you to consider the Mayfair on your next trip to Adelaide. Turning to the next slide. Our company strategic goals remain unchanged. They are threefold: to grow and diversify our investment capabilities, to grow and diversify our client base and to evolve our centralized and scalable platform. We have already made tremendous progress in these areas since the merger in 2022, and that's best illustrated by this slide here. As shown in the first pie chart, our investment capabilities today abroad, allowing us to provide a wide range of solutions to investors. The middle chart highlights the significant diversification of our client base. Importantly, as our business grows, we continue to add new clients across each distribution channel and our client list is expanding both in Australia and importantly, offshore. This strengthens the resilience of the business over time. The third chart shows the liquidity profile of our funds. Importantly, almost 40% of our funds are in term or closed-end vehicles, providing great visibility of our future earnings and cash flows. And this slide here reminds us that a hallmark of any great investment management business is great investment performance. And we are very proud of the team and the returns that they continue to deliver for our clients across a broad array of products. Importantly, this strong performance has been widespread across our funds and not just limited to our high-profile hedge fund strategies. For example, our real asset strategies and mining and resource royalties particularly have been strong. Aside from being a good outcome for existing clients, strong investment performance provides a great tailwind for our sales team to drive further flows into the business. And indeed, on this point, we recently reported $449 million of net flows in the first quarter of calendar '26. This marked the tenth consecutive quarter of positive flows for our business and our strongest start to a calendar year since the merger in 2022. Momentum has continued in April with a further $200 million of net inflows and we are very pleased with the way the year has begun as it gives us great confidence that our capabilities continue to resonate and are valued by our clients. Looking ahead, we see substantial runway within Australia. To characterize the backdrop in an era of sticky inflation, higher for longer interest rates and record government debt, growing distortions in public markets from the rise of passive investing and increased geopolitical risk, our strong track record of delivering attractive absolute returns for our clients from a diverse range of alternative investment strategies has never been more valuable. And with the proposed tax changes announced at the recent federal budget it is even more important than ever that investors seek out an investment manager that has a proven track record of delivering attractive absolute returns and outperforming the market. Of course, our growing international client base presents further opportunities for the Regal Partners business and represents an enormous addressable market that is unaffected by the proposed changes to the taxation of capital for Australians. Today's offshore clients account for about 20% of Regal Partners' total funds under management, and we believe that there is significant upside for this to grow over time. To support that opportunity, over the last 2 years, we've opened a small -- last year, we've opened a small office in New York, which is currently home to 2 distribution professionals. We have also added another member to our Singapore distribution team. Continue to focus on the offshore opportunity. I think it's fair to say that we are indeed lucky, the lucky country when considering Australia's abundance of high-quality natural resources. Importantly, I cannot think of a better time to be representing Australian investment capability to the rest of the world. Regal Partners offers a collection of strategies that provide strong diversification benefits within a jurisdiction, not for its transparent rule of law and low sovereign risk. Further, Regal has deep expertise in Australia's natural advantages. For example, of our 95 investment professionals, approximately 25 of them, a quarter almost or just over, are dedicated to the resources sector, whether they be equity, debt or royalty strategies. It is, therefore, no surprise that some of the products that have the highest demand include resource equities, resource royalties, water and our directly originated bilateral loans. To focus on those 3, in terms of resource royalties, this slide illustrates some of the key features of the resource royalties as an investment strategy. Through a diversified portfolio, of royalty assets, which benefits from rising commodity prices, the Regal Resources royalty fund has delivered strong returns since inception in 2019 with approximately 1/3 of that return coming as income. Secondly, and now turning to water. Water rights are an asset class with very low correlation through traditional investments. And as a result, we continue to see high demand for our water strategy. Regal's water strategies have generated a return of around 12% per annum since inception, again, with approximately 1/3 of that return as income. And finally, as an important provider of capital, both in Australia and New Zealand through directly originated short-duration credit backed by hard assets, Regal offers exposure to a broad range of segments, including Australian corporate credit, commercial real estate, specialized infrastructure, agriculture and resources. Our team brings deep expertise to these areas in both origination and asset management across a range of private credit strategies, we have delivered close to 10% per annum returns for our investors since inception. Moving now to Regal Partners calendar 2025 results. Michael has already covered the key highlights, so I will limit my comments to a few additional observations. Firstly, our profit of $165.5 million -- $160.5 million was generated from average funds under management of $18.5 billion. Given the business entered 2026 was around $21 billion of FUM, Regal's management fee revenue should benefit from a higher average FUM in 2026 than '25, even if FUM remains stable for the remainder of the year. Secondly, with respect to performance fees, it is pleasing to see that Regal generated $176 million of performance fee revenue in 2025 from a wide range of strategies. Indeed, there were 28 individual contributing pools of capital vehicles. This reinforces an important point, that as Regal continues to diversify and broaden its source of performance fees, the overall earnings profile of the business becomes more resilient and the existence of performance fees more persistent. For the current first half '26 period, that's the 6 months to June '26, I'm pleased to confirm we have already crystallized some performance fees, it would hope to earn additional performance fees at 30 June 2026, particularly from some of our global hedge fund strategies that continue to perform very well. We expect to provide a further update in July this year when we release our June quarter funds under management announcement. Finally, I'd like to spend a few minutes discussing the Regal Partners brand. You may have noticed a new visual identity throughout today's presentation. This presentation represents the culmination of work on a strategic rebrand project that we are pleased to officially unveil today. The key driver for this project has been the significant growth in recent years of our funds under management, people and capabilities and several brands that we have acquired along our journey. The evolution of Regal has been extremely valuable, and our diversity is a major strength. However, it has also introduced some complexity, particularly offshore where investors are less familiar with the Regal Partners platform and the breadth of our offering. As a result, we undertook a comprehensive review of how we present and communicate our business to market. Several priorities guided this process. Firstly, we wanted to ensure that investors clearly understood Regal Partners and the strength of our diversified platform. Second, we hope to reduce the complexity that can arise from multiple brands. And third, we wanted to improve collaboration and efficiency across marketing and distribution, consolidate our digital footprint and create a more integrated investor experience that better showcases the breadth of our capabilities. As part of this process, we refined our brand and clarified the relationship between our capabilities, strategies and funds. Historically, our marketing has often highlighted individual funds or brands. But going forward, we are flipping that this pyramid. In other words, we intend to lead more consistently with the Regal brand and place greater emphasis on our core capabilities, whether they be hedge funds, credit and royalties, growth equity or real and natural assets. This means our focus is on the strength of the overall platform in the collaboration across teams. Our observation of market dynamics as an investor across public and private markets and as an investor across all parts of the capital structure. And finally, the power of combining our investment capabilities into multi-strategy offerings, something that is truly unique to Regal Partners. So today, we are proud to unveil a refreshed identity that reflects the company's continued evolution. One of the most notable changes is the new Boulder logo alongside a new visual system designed to capture our performance-driven culture, adaptive mindset and our focus on identifying and harnessing the opportunities before us. Importantly, while our visual identity is evolving, the core foundations of the business remained unchanged. That is our investment philosophy, processes and commitment to generate superior long-term risk-adjusted returns for our clients, shareholders and staff will continue to sit at the core of Regal Partners. In terms of next steps, you will see the new brand really come to live through the launch of our new website next week. The new website is designed to provide a more comprehensive and integrated view of our capabilities, strategies and people. Importantly, it also creates a more streamlined investor experience. Investors will be able to explore opportunities right across the Regal Partners platform with enhanced functionality to filter by investor type capability and investment strategy. As we continue to grow the business, our focus remains on delivering differentiated opportunities across asset classes and further strengthening Regal's position in the market. This strategic rebrand is an important step in supporting the next phase of that growth. Turning now to my final slide. The outlook for Regal Partners is very positive. Net flows for 2026 have started very strongly, as I've already said, and we continue to see good traction with offshore clients. Indeed, we are hopeful that we'll see a significant offshore client flows in coming months which will provide further detail on when appropriate. We also plan to externally launch our Regal Partners Multi-strategy Income Fund, which has now been seeded and performing exactly as we had intended. Across the group, we continue to focus on streamlining processes and investing in systems that improve efficiency and resilience. From a capital management perspective, we are focused on sustainably growing our fully franked dividends whilst also seeding further organic opportunities and remaining active but disciplined in pursuing accretive acquisitions. Before closing, I'd like to thank our entire team for another outstanding year. In particular, I'd like to acknowledge the 2 newest members of our leadership team. Firstly, Ilana Stringer who joined in October last year as our inaugural Head of Strategy before subsequently moving and appointed to the Chief Financial Officer earlier this year. And secondly, in Hai Nguyen, our new Chief Technology Officer. Both have hit the ground running and are doing a sterling job. Both Ilana and Hai have made a tremendous impact on the firm and are helping shape many of the decisions that will underpin Regal's future growth. Finally, thank you again to our shareholders and to our investors for your continued support of Regal Partners. I look forward to updating you further in August when we release our first half '26 results. I will now hand back to Michael for the next stage of the meeting.

Thanks very much, Brendan. We will now turn to the formal business of the meeting. Per the Notice of Meeting, our meeting today involves tabling and reviewing the accounts and 5 resolutions to be decided. In terms of logistics, when we reach the point for questions, we will start with online questions from the webcast first, and questions over the phone and then questions in the room. For those online, please remember that you can submit questions at any time during the meeting. Just please type clearly, at the top, whether it relates to our financial reports or the type and number of the resolution or state if this is a general question, which noting that we will cover that in the general questions after the formal business concludes. As a reminder for those on the phones, please wait until we reach each item before registering for a question on that item. Please press 1 to register and 2 to cancel. As we mentioned earlier, we will conduct a poll on all resolutions today combining votes submitted before the meeting with votes that are cast during the meeting, both in the room and online. Since the online polls are already open, if you would like to vote now, please do so. Alternatively, it is also fine if you prefer to only vote after we have discussed each resolution. I'll also allow some time at the end of the meeting for you to finalize your votes. For those voting online, if you make a mistake or change your mind, please select the preferred voting option, and that will override your original vote. I note that Boardroom are the returning officers for today's meeting and will conduct our poll. Certain votes will be excluded in accordance with the Corporations Act and ASX Listing Rules. The proxy votes will be shown before each discussion and individual resolution. I advise the meeting that I will be voting all undirected proxies in favor of all resolutions as indicated in the Notice of Meeting. As a result of the poll will not be available before the meeting closes, they will be released to the ASX and made available on our website later today. Turning now to the first item of formal business, which is the tabling of the financial report, the director's report and the auditor's report for the financial year ended December 31, 2025. The company is required to lay before the meeting the last audited financial statements and reports. These were released to the ASX on the 24th of February 2026 as part of the company's annual report. No resolution on this matter is required. However, I now invite shareholders and their proxies to ask questions on the reports. The questions may also be asked of the auditors in relation to the conduct of the audit, the content of the audit report, the accounting policies adopted by the company and the independence of the auditor in carrying out the audit. So let's start with the online questions. I'll ask Ingrid to read out the questions as they come through on the webcast. Ingrid any questions online?

We do have 1 online question, which they have mentioned they'd like asked in this item of business. The question relates to the observation that the press often talk about Phil King running Regal, but that he's not mentioned really in the annual report. Just asking why is that? And should we give more recognition to his role? And could we include maybe a presentation from him in the AGM next year. Do you have any comments on that, Michael?

No. Phil's role is very clear as the CIO with Paul and Adrian, and he's not a key management person, so he does not get any particular recognition in the more formal aspects of the annual report. Anything Brendan, do you want to add?

No, I think that adequately addresses it. I think we've been very clear. Phil has been very clear from the very beginning, the business of investing is very different to the business of running an investment business. And so Phil is the investor as CIO, alongside Paul and Adrian. There's a leadership team that I lead that runs the business overall.

Anything further, Ingrid?

There's no further online questions. I can't see any questions on the phone lines? Could I just confirm with our team, whether there's any questions on the phone? No questions on the phone.

Okay. So we now go to questions from the floor. Is there any questions in relation to this particular item, which primarily relates to the accounts and the auditor's report? Okay. Doesn't seem to be anything further, so we'll move on. There's no more questions. We'll now go to Resolution #1. Shown on the screen, under the Corporations Act, listed companies are required to include as part of the director's report a remuneration report. The remuneration report for the financial year ended 31st of December 2025 is included in the company's 2025 annual report. Corporation Act requires companies to put to shareholders a nonbinding vote to enable shareholders to voice their opinion on matters included in the remuneration report. Given the vote is advisory only, it does not bind the Board or the company. However, the Board will take the outcome of the vote into account when considering future remuneration decisions. The Board recommends that shareholders vote in favor of adopting the 2025 remuneration report, and I'll now move this resolution, and we'll show the proxies on the screen before asking for questions. There we go, 99% in favor. Open proxies in favor of the chair at the meeting at the time will be voted in favor of the resolution. Adjusting for these votes Resolution 1 are over 188 million shares in favor, approximately 12,000 other proxy discretions and 1.6 million against. This equates to 99% in favor, 0 proxies discretion and 0.9% against. Are there any questions or comments on the 2025 remuneration report? And Ingrid will start with you.

So there is a shareholder who submitted part question part comment. So I'll read out the comment first. They are just suggesting that we should submit the proxies on the ASX along with the formal addresses before the meeting. They've also mentioned that they would like to see the head count who vote for these resolutions in addition to the shares that are voted. And then in terms of their question, they asked which proxy advisers, sorry, covered us this year, did any recommend a vote against the remuneration report? And if so, what were the concerns and did this translate to material against vote? I would just mention on that point that there are various reasons why we can't comment too much, though, on the proxy adviser outcomes. I believe that the proxy advisers themselves have told us that their recommendations are for their own subscribers. So I would just also flag that we do have coverage from 3 proxy advisers, Glass Lewis, ISS and ACSI. Is there anything else that you would like to mention in relation to this, Michael?

No, only just embellishing your comment that the proxy advisers' work is beyond on behalf of their paying clients, and therefore, they reserve the right to keep that confidential. And as Ingrid said, it's not available to be released as part of the arrangement with their clients. So I don't think there's anything further on the first comment. I think the answer is that we comply with the ASX requirements in relation to the information as to when it is provided and made available.

I can't see any other online questions at the moment. Were there any phone questions? No phone questions.

Okay. Any questions from the room? Okay. No questions. Okay. So we now move on to voting. For those in the room with green cards or if you are a shareholder or proxy holder and eligible to vote online, could you please complete your vote in relation to Resolution 1. Alternatively, if you prefer to wait, please complete your voting at any time between now and the end of the meeting. [Voting]

While you're doing that, we will now move on to Resolution 2, which is the reelection of Ian Gibson as a Director of the company. For this resolution, Listing Rule 14.4 and Clause 60.4 of the Company's Constitution require that a director must not hold office without reelection past the third AGM following their appointment or 3 years, whichever is the longer. As Ian was last elected at the 2023 AGM, he accordingly retires at this AGM but being eligible, offers himself for reelection. Ian's details are set out in the explanatory memorandum of the Notice of Meeting and as shown on this slide. As you can see, Ian has over 30 years experience in financial markets, both in Australia and offshore, has a deep understanding of Regal Partners, having cofounded Attunga Capital in 2005 in which Regal holds a stake and having served as a Director of another of the company's subsidiaries and associates. I personally enjoyed working with Ian over the past 4 years and have greatly appreciated his input at the Board level. I will now ask Ian to say a few words about his reelection.

Thank you, Michael. And good afternoon, ladies and gentlemen. My name is Ian Gibson, and I'd like to firstly thank shareholders for the privilege of having served on the Regal Partners Limited Board since its formation on the third of June 2022. Today, I'm asking for your support to continue in that role. By way of background, I initially joined the Board of Regal Funds management when it was a private company as an independent director and following Regal's acquisition of a partial stake in Attunga Capital, my role transitioned to that as an Executive Director. And I subsequently joined the Regal Partners Board following the merger of VGI Partners in 2022. Over the past 3 years since I was last reelected, Regal Partners has continued its remarkable transformation to $21 billion of funds under management through a combination of strong investment performance, acquisitions, and the disciplined execution of the 1 RPL strategy, and I'm proud to have contributed to the governance of that journey, and I'm energized by what lies ahead. I bring over 30 years of experience in financial markets spanning investments, operations, marketing, compliance, risk and governance across both mainstream and alternative asset classes. My perspective is both buy side and as an allocator. I understand not only how these businesses operate internally, but how they are assessed and held to account by sophisticated investors. More broadly, I've also a practical understanding of the complexities and dynamics of the investment management industry. As Michael mentioned, I've served on a number of Regal Partners subsidiaries and associate companies. I've previously sat on the Audit and Risk and Nomination and Remuneration Committees. And at a business level, I sit on a range of compliance, risk and investment committees. And over the last number of years, these roles have taken on considerably go to substance as the Regal business has scaled. Regal Partners is today one of Australia's leading alternative investment managers, and I believe it has the team, the platform and the strategic clarity to continue building on that position. I'm committed to playing my part in that effort, and I'm confident that reelection would allow me to continue contributing meaningfully to this Board. I will bring my expertise, passion and commitment to represent all shareholders and stakeholders, and I would welcome the opportunity to be reelected. I respectfully ask for your support and I thank you for the opportunity to address you today. And before handing back to Michael, I'd also like to extend my thanks to him for his leadership and guidance over the last 4 years. Thank you.

Thanks very much, Ian. The Board, with Mr. Gibson abstaining, supports -- strongly supports the reelection of Ian Gibson as a Director. I'll now move that Ian Gibson be reelected as a Director of the company, and we will show the proxy votes on the screen before asking for questions. Turning to the proxy votes. I have open proxies in favor of the chair at the meeting. At the time of the meeting will be voted in favor of the resolution. Adjusting for these, the votes for Resolution 2 are over 197 million in favor, approximately 12,000 other proxy discretions and 1.1 million votes against. This equates to 99.4% in favor, 0% other proxy discretion and 0.5% against. I'll now go to questions. Ingrid, do we have anything?

There's no questions online for this resolution. Are there any phone questions?

Okay. We'll now go to the room. Is there any questions in relation to Ian's reelection? Okay. If there's nothing, we'll move. We'll now move to voting. Could anyone who is eligible now please complete your vote for Resolution 2. [Voting]

Okay. We now move on to Resolution #3, which is the election of Peter Yates AM as a Director of the company. As stated on the slide, Resolution 3 is Peter Yates AM, who was appointed by the Board on the 13th of April 2026 as an additional director and who retires in accordance with the company's constitution, is elected as a Director of the company. Peter's details are set out in the explanatory memorandum of notice, and they are shown on this slide. As you can see, Peter brings over 40 years of experience across financial services, business and governance to the role and has an extensive CV to support this. This includes numerous chair and directorships, including his current roles at AIA Australia and Mutual Trust. And earlier Board positioned at Linfox Australia, Asialink, Foxtel and the Nine network. Peter also previously served as CEO of Publishing and Broadcasting Limited and CEO of Oceania Capital Partners. Following 15 years of investment banking experience with Macquarie Bank in an earlier role at Booz, Allen and Hamilton in Tokyo. In addition to this experience, Peter has extensive investment community and business relationships in both Asia and Australia. Peter joined the Board about 6 weeks ago, and I know it's early days, but Peter, if you'd like to share your initial impressions and comment on your election today, that would be appreciated.

Good afternoon, and thank you to all our shareholders joining us today whether in person or online. And Michael, thank you for the opportunity to say a few words. First, I'd like to sincerely thank the Board and shareholders for your support for my nomination as a Director and as Chairman of Regal Partners. Many of you will know that for the past 15 years, I've served exclusively on unlisted company boards. It's the quality of Regal's business, the strength of its people and your encouragement, particularly the largest shareholders that has brought me back into the listed world. Regal is an exciting place to be in investment management. Through our wholesale funds, we invest on behalf of some of Australia's wealthiest families and our offshore clients include some of the world's largest institutional investors and sovereign wealth funds. Through our retail funds, particularly PM Capital, we helped to build the wealth for a large number of Australian families. To all of our investors in our funds, thank you for the trust you place in us. It is that trust and our ability to deliver strong long-term returns that drives value for Regal Partners shareholders. What also stands out for me about Regal is the quality of the investment talent across the organization, led by the highly regarded CIOs, Phil King, Paul Moore and Adrian Redlich, and Adrian is here with us today. In addition, Regal has a diversified portfolio of management fee streams across multiple alternative asset classes and the scale to continue investing in distribution, compliance and technology, including the opportunities presented by AI. We also have a strong balance sheet that gives us flexibility to pursue growth opportunities when they arise. That combination of talent, diversification and financial strength attracted both my time and my capital to your company. Since joining the Board 6 weeks ago, I've met with senior executives, major shareholders and members of the broking community, and I'm very grateful for the generous time people have shown with their time and their insights. Beyond Regal, I also serve as Chairman of AIA Australia, one of Australia's largest life insurance companies and a Director of Mutual Trust, where I chair the Investment Committee. I believe my experience is across insurance, wealth management and investment governance as well as past executive leadership roles will help me contribute to Regal's continued growth and long-term success. I look forward to working with the Board, management and all our shareholders in the years ahead. Thank you, and look forward to your support, and I'll now hand back to Michael.

Thanks very much. Peter. The Board with Mr. Yates is abstaining, supports the election of Peter Yates as a Director. I now move that Peter Yates be elected as a Director of the company, and we will show the proxy votes on the screen before asking for questions. Turning to the proxy votes. Open proxies in favor of the chair of the meeting will be voted in favor of this resolution. Adjusting for these, the votes for Resolution #3 are 194 million in favor, approximately 12,000 other proxy discretion and 5.2 million against. This equates to 97.4% in favor, 0% proxy discretion and 2.6% against. I'll now go to questions. Ingrid.

Thank you, Michael. We have a question online from Stephen Mayne. His question is, could outgoing Chair Michael Cole, please summarize the chair succession process that led to the appointment of Peter Yates as the next Regal Chair. Did Michael lead the process? Did we use a recruitment firm to assist with the process? And how competitive was it? And did any of our existing directors or senior executives know Peter before the recruitment process commenced?

Okay. I'll answer that as best I can and maybe the other Board members might want to chip in and particularly Sarah because she was the Committee Chairman for the Nominations Committee. But I guess the first comment I'd make, it was an external search process, which was conducted by a search firm to the best of my knowledge I certainly had never met Peter, I don't think any of the other Board members had. So there's nothing to report on that front. Maybe Sarah, if there's anything you want to embellish it with in terms of the actual process itself, I guess?

Thanks, Michael. Yes. No, we appointed an external search firm. They ran a very thorough process. The process was run on the Regal side by the Nominations and Remuneration Committee. We considered a number of candidates, and we shortlisted them and that was all done by the NRC. So it was a very independent process. I think a number of us knew Michael, I mean, I knew Peter professionally about 20 years ago, but haven't -- hadn't dealt with Peter since then. The process then involved the candidates and they were 3 shortlisted candidates meeting the shareholders, meeting the rest of the Board and we're all very comfortable that Peter was the best candidate. We had done a very thorough process at looking at the skills we have on the Board and what the strategy of the company was going forward and what skills we felt we needed to get on to the Board to help us best achieve our strategic objectives and Peter's skills fill that gap.

Okay. I think that deals with the content of the question. Is there any other questions, Ingrid?

No further online questions for this resolution, and I don't think there are any phone questions either.

Okay. Is there any questions from the room in relation to Peter's appointment? Okay. There's no more questions in the room, online or over the phone. We will now move to voting. Could anyone who is eligible now please vote your resolution -- sorry, please complete your vote for Resolution #3. [Voting]

Okay. I'll now move to Resolution #4. The approval and ratification of prior issuance of securities for the employee incentive plan. As a background in September 2025 and March 2026, the company announced the issuance of performance share rights, or PSRs, to certain employees to promote retention and alignment of employees with shareholders. In relation to this, 12,220,904 rights were issued to employees under the terms of the company's employee incentive plan with no cash consideration and under the 15% capacity permitted under Listing Rule 7.1, thus not requiring shareholder approval. The majority of these rights related to a deferred bonus grant for the remuneration period June 2025 and the subsequent second half 2025 stub period, that is 6 months to December 2025. In other words, are issued in line with the company's practice of deferring a portion of variable remuneration to certain employees whose remuneration exceeds a specific amount for a period of up to 2 years. The remainder of the rights were issued under Regal Partners' long-term incentive plan. The purpose of Resolution 4 today is to seek shareholder approval and ratification for the prior issuance of these rights that were granted in September 2025 and March 2026. If shareholders approve the resolution, the rights will no longer be treated as having been issued within the 15% placement capacity, thus making that capacity available for other business opportunities. If shareholders do not approve this resolution, the rights will remain issued under Regal's 15% placement capacity. The Board recommends that shareholders vote in favor of Resolution 4 and I now move this resolution. I'll show the proxy votes on the screen. Open proxies in favor of the Chair of the meeting at the time of the meeting will be voted in favor of the resolution. Adjusting for these, the votes of over 159 million in favor, approximately 12,000 other proxy discretion and 734,000 against. This equates to 99.5% in favor, 0% proxy discretion and 0.5% against. We'll now go to questions in relation to this resolution. Ingrid, anything?

There are no online questions at this stage and no phone questions. Thank you.

Is there any questions from the room? Okay. No questions? We'll now move on to Resolution #5. That is the approval of a greater performance share rights to Brendan O'Connor. As stated in the slide, the purpose of this resolution is to obtain shareholder approval for the issue of 164,815 rights to the company's CEO and Managing Director, Brendan O'Connor, under the employee incentive plan as well as for the issue of or transfer of fully paid ordinary shares in the company upon the vesting of those rights. The rights will be issued as deferred bonus grant and relate to the second half of 2025 stub period. The rights will vest in 2 tranches, approximately 50% in March 8, 2027 and 50% March 8, 2028, subject to Mr. O'Connor remaining employed by the company or its subsidiaries at the relevant date. If the shareholders approve this resolution and the rights vest, the Board will have the ability in its sole discretion to settle the vested rights by the issuance of new Regal Partners shares or on-market share acquisitions. This provides a greater flexibility with respect to the use of the company's cash and reserve to settle the vested rights. If shareholder approval is not obtained under Listing Rule 10.14, the Board will not proceed with the grant of the performance share rights to Mr. O'Connor. And we'll have in regard to shareholder feedback, consider alternative arrangements that are consistent with the company's remuneration framework, the Corporations Act and the ASX listing rules. The Board recommends shareholders vote in favor of Resolution 5, and I now move this resolution. On the screen, we have the proxies and the votes. Open proxies in favor of the Chair at the time of the meeting will be voted in favor of the resolution. Adjusting for these the votes of over 189 million in favor, approximately 12,000 other proxy discretion and 1.1 million against. This equates to 99.4% in favor, 0% proxy discretion and 0.6% against. I'll now go to questions in relation to Resolution #5. Ingrid?

There are no online questions currently for this resolution and no phone questions either.

All right. Is there any questions from the room? Okay. No questions. We will now move to voting. Could anybody who is eligible, now complete your vote for Resolution 5. [Voting]

While you're doing that, I would like to note that we have addressed all 5 resolutions. I intend now to call for general questions, but I'll leave the polls open during this period. This means if you wish to take a bit longer to decide your votes or change your votes, you may do so. When we near the end of the meeting, I'll give you approximately 15 seconds notice, and we intend to close the polls. I'd now like to ask shareholders if they have any general questions of the Board. Ingrid, anything?

We currently have 4 online questions. So 2 of them relate to the buyback. So 1 person has asked about what is the Board's view on when the buyback should be active, noting there's been no activity since March despite the current low share price and the second shareholder just to ask more broadly about an update for our plans. Our plans for a buyback in terms of why it's currently paused.

Okay. Maybe I might throw to Jaye on that, she's the Board member on the buyback team that kind of makes these decisions. So maybe if you just give a broad background, Jaye, to what the thinking is?

We do have a buyback program in place. What we intend to do is when we believe the share price is materially undervalued. We will look at options, and we have surplus cash available. We will look at what the best use for that surplus cash is and the buyback is one of those. It is currently paused because we are revisiting our capital management strategy in line sort of following the appointment of Peter Yates as a Director and as Chair-elect. And once that capital management strategy has been finalized, then when appropriate, we would reactivate the buyback. Did you want to add anything, Peter or Brendan to that?

I was going to say yes, either.

Or Michael?

I'm asking if Brendan or Peter have got anything to add further.

No, I think that's a very accurate and sort of a simple summary of exactly where we're at. I'd say perhaps best on that is a measure twice, cut once approach. And so we've taken this opportunity to review that, as Jaye said, and we're looking forward to provide the market an update most likely at our full year result -- our half year results in August.

Any observations, Peter?

No, I think it's all been said, and we will provide an update most likely before or at the time of our August results.

Okay. Ingrid, anything else?

Two more online questions. And so the first 1 is from Stephen Mayne. It's more of a broad operational question. He's asking his questions in relation to the fact that ASX 300 companies should have fair treatment of retail shareholders in capital raisings. And he's noticed that Regal is a regular participant in selective discounted placements where retail shareholders are diluted because there is no follow-on share purchase plan to facilitate their participation on the same terms. Is the Board aware that this is occurring? And does the Chair have a view on whether it is fair for retail shareholders to be treated this way? Going forward, will Regal encourage issuers to include retail shareholders in capital raisings?

I'm not sure I've got the context of where this question comes from.

Yes. So I think the question does not actually go to Regal Partners Limited, but actually goes the activities of our investment in equities on the ASX if I understand correctly, in which case, that's a question better sort of faced by the equities team sort of trading and not part of this forum today.

And I'll then move to the final question also from Stephen Mayne, where he says, I recently ran with the Vista Group Board in New Zealand on a platform that it should offer shareholders an Australian style remuneration report vote. The Chair, Susan Peterson, claimed that she hold major shareholders, and there was little or no support for remuneration report voting. Regal is the fourth largest Vista shareholder with 5.87%. Is it really the Regal house view that remuneration report voting is a waste of time? If not, will you pressure Vista to voluntarily offer a rem report at next year's AGM as a matter of good corporate governance and shareholder accountability?

Thank you. Again, a question that goes to our activities as an investor on behalf of our clients and not an appropriate question for this forum. This is for the Regal Partners AGM.

There's no further online questions at this stage and no phone questions.

Okay. Any additional questions from the room? Okay. That concludes our section on general questions. In case you have not concluded your voting during the meeting. I'll now give you a few moments to finalize your voting. I think this is the start of the 15-second countdown. As mentioned earlier, Regal -- as mentioned earlier, Boardroom, Regal's share -- Regal Partners share registry, will conduct the poll using the voting cards that you submitted in this room. Online votes that you submit today and the proxy votes are webcast before the meeting. As a reminder, for those in the room, persons entitled to vote on this poll are all shareholders and proxy holders who hold green voting cards. On the reverse of your green admission card is your voting paper and instructions. Please ensure to print your name where indicated and sign the voting paper. When you have finished filling in the voting card, please provide it to Boardroom staff to ensure the votes are counted. The Boardroom staff will also be able to help you if you need additional time or assistance or if you require any help in completing your card. Please raise your hand. All votes have been cast. I will now declare the poll closed and formally ask Boardroom to count the votes. The results of today's AGM will be released to the market and made available on Regal Partners' website later today. That said, Peter, proxy votes on screen would indicate your election as a director should be successful. Congratulations on receiving this level of support and assuming no surprises in the final count. I wish you all the best in sharing Regal Partners through its next phase. Did you want to say something? Okay. Thank you. Formally heading out of the [indiscernible].

Thank you, Michael. At this point, I would also like to congratulate Michael on his chairmanship over the past 4 years. I think we should give him a big round of applause. Over this time, Regal Partners has grown from $5 billion of FUM to $21 billion, materially expanding its investment capabilities, client base and profits and further developed a team of outstanding employees. Michael, I'm grateful that you are leaving this business in such a good shape and giving me such an opportunity. I hope that when I leave the business, I can leave it in as good a shape as you have over that period of time. I'm excited by the opportunities that lay ahead, and I look forward to meeting you all afterwards and also at our next AGM. Thank you.

Thanks, Peter, for those very kind words. And I guess I'd just like to thank all the other Board members that went through this journey with me. It was a terrific experience from my perspective, and I hope from their perspective, they've enjoyed the process of building the company over that 4-year period. I'd like to thank everybody for attending today and to encourage people to contact the company's Investor Relations team if you have any further questions. And with that, I will declare the meeting closed as there is no other formal business to deal with. Refreshments are available, so please enjoy.